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Term Sheet For Sale Of Business
"I need a Term Sheet For Sale Of Business to outline the acquisition of my manufacturing company by a multinational corporation, with specific focus on protecting our intellectual property rights and ensuring a smooth transition for our 200+ employees."
1. Parties: Identification of buyer and seller entities
2. Background: Context of the transaction and business being sold
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Whether asset sale or share sale, and key transaction elements
5. Purchase Price: Consideration and payment terms
6. Key Conditions Precedent: Essential conditions to be met before closing
7. Timeline: Key dates and milestones for the transaction
8. Binding Terms: Which provisions are legally binding
1. Due Diligence: Process and scope of due diligence review - include when detailed due diligence process needs to be agreed
2. Exclusivity: Terms of exclusive negotiation period - include when seller agrees not to negotiate with other parties
3. Break Fee: Compensation if deal fails under specific circumstances - include in larger transactions where significant costs may be incurred
4. Employee Matters: Treatment of employees post-transaction - include when significant employee transfers are involved
1. Asset Schedule: List of key assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Key Contracts Schedule: List of material contracts to be transferred
4. Intellectual Property Schedule: List of IP rights included in the sale
5. Key Employee Schedule: List of key employees and their terms
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